EXHIBIT H
---------
AMENDMENT NO. 1 TO
SECURITIES PURCHASE AGREEMENT AND
SHAREHOLDERS AND VOTING AGREEMENT
This Amendment No. 1 to Securities Purchase Agreement and Shareholders and
Voting Agreement ("Amendment") is made and entered into effective as of January
21, 2002, by and between PalWeb Corporation, a Delaware corporation, (the
"Company") and the persons named as Purchasers on the signature page,
collectively ("Purchaser"), (collectively, the "Parties" and each a "Party")
with reference to the following circumstances:
A. On January 4, 2002, the Company and the Purchaser executed a
Securities Purchase Agreement ("Securities Purchase Agreement") relating to
the sale of up to 700,000 shares of Convertible Preferred Stock and
Warrants to purchase up to an additional 210,000,000 shares of Common
Stock.
B. At the time of execution of the Securities Purchase Agreement it
was anticipated that the number of securities to be issued by the Company
was a total of up 750,000 shares of Convertible Preferred Stock (rather
than 700,000) and Warrants to purchase up to 225,000,000 shares of Common
Stock (rather than 210,000,000) and it is desirable to amend the Securities
Purchase Agreement and related documents to provide for the additional
securities.
C. It is also desired to amend the Shareholders and Voting Agreement
executed on January 4, 2002 to eliminate ▇▇▇▇▇▇▇ Trading Company, L.C. and
Onward, LLC as parties because it was not intended that they be parties.
In consideration of the premises and the mutual agreements contained
herein, the Parties agree as follows:
1. DEFINED TERMS. Capitalized terms used herein have the same meaning
as in the Securities Purchase Agreement.
2. SALE OF ADDITIONAL SECURITIES. In accordance with and subject to
the terms and conditions set forth in the Securities Purchase Agreement,
the Company shall sell to Westgate Investments, L.P. ("Westgate") and
Westgate shall purchase from the Company additional securities consisting
of 52,268 shares of Convertible Preferred Stock and Warrants to purchase
15,680,400 shares of Common Stock. Closing of the purchase shall occur
simultaneously with the execution of this Agreement at which time Westgate
shall deliver to the Company the purchase price of $522,680 and the Company
shall deliver certificates for the shares and Warrants. The Company shall
take such action as shall be necessary to amend the Certificate of
Designation of the Convertible Preferred Stock to increase the number of
shares from 700,000 to 750,000 and to increase the authorized number of
Warrants.
3. AMENDMENT TO SHAREHOLDERS AND VOTING AGREEMENT. In connection with
the closing of the Securities Purchase Agreement, the Purchasers executed
the Shareholders and Voting Agreement attached as Exhibit "C" to the
Securities Purchase Agreement. The Purchasers executing the Shareholders
and Voting Agreement included ▇▇▇▇▇▇▇ Trading Company, L.C. and Onward,
LLC. Westgate has advised the Company that such entities should not have
been parties to the Shareholders and Voting Agreement. Accordingly, the
Parties hereby agree that the Shareholders and Voting Agreement is amended
to delete ▇▇▇▇▇▇▇ Trading Company, L.C. and Onward, LLC as parties to such
Agreement, so that such agreement will be solely between the Company and
Westgate.
4. NO OTHER AMENDMENTS. Except as amended hereby, the terms and
conditions of the Securities Purchase Agreement, the Shareholders and
Voting Agreement and the other agreements between the Company and the
Purchasers shall remain in full force and effect.
The Parties have caused this Amendment to be duly executed as of the date
first above written.
THE COMPANY:
PALWEB CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
THE PURCHASER:
WESTGATE INVESTMENTS, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
General Partner: Westgate Capital Company, L.L.C.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Manager
▇▇▇▇▇▇▇ TRADING COMPANY, LC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager
ONWARD, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager
